RCS - Cooks Coffee Company - Admission to Trading on Aquis Stock Exchange
02/11/2022 08:15
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RNS Number : 0480F Cooks Coffee Company Limited 02 November 2022
2 November 2022
Cooks Coffee Company Limited
("Cooks Coffee", the "Company" or the "Group")
Admission to Trading on the Aquis Stock Exchange
Cooks Coffee Company (NZX:CCC), the international coffee focused café chain,
has completed its dual listing on the Access Segment of the Aquis Stock
Exchange ("AQSE") Growth Market and trading will commence at 8.00 a.m.
Wednesday 2 November 2022. The ordinary shares will trade on AQSE under the
ticker "COOK" and ISIN: NZCFGE0001S7.
At admission, Cooks Coffee will have 53,488,307 ordinary shares of no par
value trading on the Access Segment of the AQSE Growth Market.
The Company will be classified as a Consumer Discretionary company on AQSE.
VSA Capital is acting as the Company's Aquis Corporate Adviser and Broker.
Keith Jackson, Executive Chairman of Cooks Coffee commented: "We are delighted
to have achieved our dual listing to support the continued expansion of the
Group as it builds a business of ethical coffee brands with community spirit.
"Our Esquires and Triple Two brands continue to perform well and I am
delighted with our consistent outperformance of the market, thanks to the
efforts of our staff, franchisees and their teams.
"We have a strong pipeline of new stores and are on track to open a net 18
sites this financial year showing a net 21% gain in store numbers for the
financial year in the UK and Ireland. The new outlets include innovative
offerings reflecting the local environment, including where appropriate an
alcohol offering which gives the Company the opportunity to establish a unique
market position between a café and restaurant, whilst retaining the essence
of the café culture. The addition of mobile vans in October has also opened a
new and exciting area of the market for the Company.
"As our strong sales performance and new store pipeline demonstrates, neither
the uncertainty in respect of the wider UK and Irish economies nor consumer
attitudes towards discretionary spending have to date impacted our sales. We
continue to benefit from people staying local, working from home, and
supporting their community, which are trends that we believe are permanent.
"In recent weeks despite the turmoil in the markets and the political
uncertainties we have seen record sales for our long-established Esquires
brand in the UK which gives us confidence about the brands, the consumer
offering and the position and will assist the drive to build the position as
the fourth largest coffee focussed café chain in the UK.
"We are operating in an inflationary environment and are working hard to
mitigate the cost pressures for our franchisees and customers. We continue to
take confidence from the positioning of both our Esquires and Triple Two
brands and their market-leading track records. We look forward to providing
updates on our continued progress in the months ahead."
Cooks Coffee
Cooks Coffee is the fourth largest coffee focused café chain in the UK
(behind Starbucks, Costa and Caffè Nero), building a family of brands serving
coffee, a full range of complementary beverages and an extensive range of
food.
The Group operates under two brands: Esquires, The Organic Coffee Company,
and Triple Two Coffee. Esquires was founded nearly 30 years ago and Cooks
Coffee acquired the global rights (excluding Australia and New Zealand),
focusing on operations in the UK and Ireland in 2013. Triple Two Coffee was
acquired in June 2020 and has an offering that is complementary to Esquires.
Triple Two was founded in 2016 and it is currently one of the fastest growing
coffee focused cafe brands in the UK.
In total, Cooks Coffee had 111 outlets in the UK, Ireland and across its
international markets as at the end of September 2022.
Details of the Company's directors are contained in the appendix below and
additional information on the Company can be found on its website:
https://cookscoffeecompany.com/ (https://cookscoffeecompany.com/) .
Admission to AQSE
The Company, which is currently listed on the NZX in New Zealand, will, from
today, have a dual listing on AQSE with its ordinary shares fully fungible
through a Depositary Interest ("DI") and held in CREST. The DIs will carry the
same ISIN as the ordinary shares listed in New Zealand. The Company's ordinary
shares will continue to trade on the NZX.
On 10 October 2022 Cooks Coffee announced it planned to raise up to £1.5
million through a rights issue and private placement. Cooks has raised
approximately £0.5 million from the rights issue and private placement,
including subscriptions from certain of the Company's directors. The capital
raised will be used by the Company to expand its digital marketing capability,
accelerate the opening of new stores, and to potentially acquire dynamic new
brands that provide synergies with Cooks Coffee's existing Esquires and Triple
Two outlets.
Director Dealings
As part of the rights issue and private placement, certain of the Company's
directors have participated and their respective participation is highlighted
in the table below:
Relevant interests associated with: Shares issued pursuant to the rights issue and private placement Number of relevant interests in Ordinary Shares held on Admission Percentage held
Keith Jackson(1) 1,388,889 10,697,049(2) 19.999%
Michael Ambrose 216,667 750,000 1.402%
Mike Hutcheson - 93,878 0.176%
Paul Elliot - 226,296 0.423%
Peihuan Wang - 10,591,374 19.801%
(1) Keith Jackson's participation is made up of 1,388,889 Ordinary Shares as a
result of his participation in the rights issue as well as the conversion of a
loan to the Company of NZ$500,000 at the fundraising price of NZ$0.36
amounting to 1,388,889 Ordinary Shares.
(2)In addition, Keith Jackson and his associates hold a relevant interest in
2,369,000 unquoted non-voting shares (which may be reclassified as quoted
ordinary shares by written notice to the Company).
This announcement, together with the documents incorporated by reference
above, shall be deemed to constitute an admission document for the purposes of
the AQSE Growth Market Rules for Issuers. It has not been approved or reviewed
by the Aquis Stock Exchange or the Financial Conduct Authority.
Enquiries:
Cooks Coffee Company Limited +64 21 702 509 (New Zealand)
Keith Jackson (Executive Chairman) +44 (0) 20 3814 5627 (UK)
ukinvestorrelations@cookscoffeecompany.com
(mailto:ukinvestorrelations@cookscoffeecompany.com)
VSA Capital Limited (Aquis Corporate Adviser & Broker) +44 (0) 20 3005 5000
Andrew Raca, Simba Khatai, Pascal Wiese (Corporate Finance)
David Scriven, Peter Mattsson (Corporate Broking)
IFC Advisory Limited (Financial PR & IR) +44 (0) 20 3934 6630
Tim Metcalfe, Graham Herring, Florence Chandler cookscoffee@investor-focus.co.uk (mailto:cookscoffee@investor-focus.co.uk)
Appendix
The Company currently has five directors.
Keith Jackson - Executive Chairman
Keith has an extensive background in management and governance with particular
emphasis on the food and dairy industries.
He was CEO of New Zealand's largest chicken company, Tegel Foods for 16 years
from 1980 to 1996, Deputy Chairman of Ernest Adams, a producer of quality
foodstuffs and Managing Director of Independent Dairy Producers, a fresh milk
company.
Together with two others Keith formed Dairy Farm Investments, a company that
operates equity partnerships in dairy farms in New Zealand. Keith established
Dairyland Products which was sold to a Danish company in 2017.
Keith founded Cooks Coffee in 2008 via a merger of four companies and the
company acquired the global rights to the Esquires Coffee (except NZ &
Australia) brand in 2013.
Keith has a Bachelor of Commerce from Otago University.
Mike Hutcheson - Independent Director
Mike co-founded leading advertising agencies Colenso BBDO and Hutcheson
Knowles Marinkovich (HKM) and culminated his advertising career as Managing
Director of Saatchi and Saatchi. Mike was also a director of a family building
company and in the early '80s set up Replica Homes with franchises throughout
New Zealand. In 2003 Mike launched The Lighthouse Ideas Company and in 2008 he
and his partners undertook a management buyout of the Image Centre Group,
publishers, printers and digital online communications specialists. Mike has
written four books, and has been a regular television guest and commentator.
He currently writes an innovation column for Idealog magazine, one of the
magazines in his company's portfolio. In 2012 he was named Business Columnist
of the Year in the Magazine Publisher's Awards.
Michael Ambrose - Director
Michael is an experienced Company Director, business consultant &
Chartered Accountant with a broad range of governance, financial, general
management, strategic & IPO skills. Michael was the creator & founding
Director of Arvida Group Ltd. This Public Company was listed in 2014 and is
comprised of 32 Retirement Villages and Aged Care facilities. He is also the
Chairman and independent Director of Manchester Unity Friendly Society and a
Director of Fiordland Lobster Company & related Companies amongst holding
other positions.
Paul Elliott - Independent Director
Paul Elliott has extensive experience as CEO and CFO of major New Zealand
corporates, including Metlifecare, Zespri, Pacific Retail Group and, more
recently, Asset Finance Limited, a regional non-bank deposit taker. He has
served as a director of both publicly-listed and privately held companies and
is a chartered member of the New Zealand Institute of Directors.
For the past nine years he has been a partner in a boutique corporate finance
business, Time Capital NZ. During that time, he has acted as advisor in a
number of business acquisitions and turnaround assignments and has managed due
diligence projects on behalf of several mergers. He continues to provide
advisory services to New Zealand corporates and several high-net-worth
individuals as a partner in Time Capital.
Pelihuan Wang - Director
Peihuan Wang is currently the Chairman and General Manager of Shandong
Jiajiayue Investment Holdings Co. Limited ("JJY") and Vice President of the
China Chain Store and Franchise Association.
Mr Wang also currently sits on the board of New Zealand company Weihai Station
Limited, which runs farming operations and was granted consent from the
overseas investment office to buy 595 hectares of land situated southwest of
Auckland.
Mr Wang has been the recipient of a number of awards in China including 'the
National Quality Excellent Manager', 'Person of the Year - Chinese Chain
Industry', 'Person of the Year - Chinese Retail Industry', and 'Weihai City
Mayor's Quality Award'.
Mr Wang is of Chinese nationality and resides in the Shandong Province. He
brings a wealth of knowledge to the Board. JJY operates more than 800
supermarkets in China and employs more than 30,000 staff.
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